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HomeMy WebLinkAbout1976-1992 GDC Documents Publications & CorrespondenceSome interesting General Development Corporation reading: 1. Newspaper article May 1976 2. Newspaper articles May 1978 3. Portion of a narrative to videotape from meeting with GDC in Miami 4. 1979 Agreement with GDC w/attached letter - interpretation of provisions 5. 1985 and 1986 GDC letters regarding proposed dredging 6. 1991 Memo from former City Manager Robb McClary 7. 1992 Settlement Agreement with list of tracts we obtained The following is from our deed list index MARCH 27, 1992 PARCEL 1: LOT 2, BLOCK 12 AND TRACT C; ADJACENT TO BLOCK 41; TRACT D, ADJACENT TO BLOCK 21; TRACT E, ADJACENT TO BLOCK 17; TRACT F, ADJACENT OF BLOCK 14; TRACTS H & I, ADJACENT TO BLOCK 12 PARCEL 2: TRACT O, ADJACENT TO BLOCK 65, UNIT 2 PARCEL 3: TRACT Y, ADJACENT TO BLOCK 121, UNIT 4 PARCEL 4: ALL OF BLOCK 193 AND TRACT C, BLOCK 223, UNIT 8 PARCEL 5: ALL OF BLOCKS 268 (BARBER STREET SPORTS COMPLEX) & 300 & TRACT A, BLOCK 211, TRACT B, BLOCK 267 & TRACT C, BLOCK 264, UNIT 10 PARCEL 6: LOT 19, BLOCK 364; LOT 12, BLOCK 365; TRACTS A & B, ADJACENT TO BLOCK 282; TRACT C, ADJACENT TO BLOCK 372, TRACT D & TRACT E, BLOCK 347, UNIT 11 PARCEL 7: TRACTS A & B, UNIT 13 PARCEL 8: TRACT D, BLOCK 333, UNIT 13 PARCEL 9: TRACT B, ADJACENT TO BLOCK 507, UNIT 14 PARCEL 10: TRACT G, ADJACENT TO BLOCK 488, UNIT 15 PARCEL 11: TRACT P, ADJACENT TO BLOCK 560; TRACTS R, S, & T, ADJACENT TO BLOCK 559, UNIT 16 PARCEL 12: LOTS 1 TO 11, INCLUSIVE, BLOCK 449; LOTS 1, 2, 3 & 4, BLOCK 451; LOTS 11 & 12, BLOCK 462; LOTS 4, 6, 7, 8, 11, 12, 13, 14, 15, 16,17 & 18, BLOCK 570; LOTS 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 19 & 20, BLOCK 578; LOTS 12, 13, 14 19, 20 & 21, BLOCK 579; LOTS 1, 2 & 3, BLOCK 580; AND LOTS 4 & 5, BLOCK 589, UNIT 17 PARCEL 13: TRACT A, BLOCK 441; TRACT B, ADJACENT TO BLOCK 445; TRACTS H & I, BLOCK 574; TRACT K, ADJACENT TO BLOCK 588, TRACK M, ADJACENT TO BLOCK 599; TRACT O, ADJACENT TO BLOCK 593, THE WESTERLY 115' OF TRACT P, ADJACENT TO BLOCK 602, TRACT Q, ADJACENT TO BLOCK 604, TRACT R, ADJACENT TO BLOCK 613, TRACT S, ADJACENT TO BLOCK 616, TRACT U, BLOCK 598; TRACT V, BLOCK 599; TRACT W, BLOCK 595; TRACT X, BLOCK 462 AND TRACT Y, BLOCK 580, UNIT 17 PARCEL 14: A PORTION OF SECTION 18, TWP 31 S, RANGE 39 E, LYING IN I.R.C., BEING BOUNDED AS FOLLOWS: ON THE W & N BY THE SOUTHERLY AND A PORTION OF THE EASTERLY LINES OF THE LANDS DESCRIBED IN A WARRANTY DEED RECORDED IN OFFICIAL RECORDS BOOK 818, AT PAGE 341 OF THE PUBLIC RECORDS OF I.R.C., AND ALSO ON THE S AND W BY THE EASTERLY BOUNDARY LINE OF THE PLAT OF SEBASTIAN HIGHLANDS UNIT 16; ON THERE E BY THE WESTERLY BOUNDARY LINE OF THE PLAT OF REPLAT PORTIONS OF SEBASTIAN HIGHLANDS - UNIT 9, AND WESTERLY LINE (LABELED WESTERLY FACE OF EXISTING BULKHEAD) OF EXHIBIT AB@ OF A QUIT CLAIM DEED AS RECORDED IN OFFICIAL RECORD BOOK 346, AT PAGE 499 OF THE PUBLIC RECORDS OF I.R.C., AND WESTERLY LIMIT OF BAILEY DRIVE AS SHOWN ON THE PLAT OF SEBASTIAN HIGHLANDS UNIT 9. PARCEL 15: LAKE HARDEE, AS SHOWN ON THE PLATS OF SEBASTIAN HIGHLANDS UNIT 2 AND SEBASTIAN HIGHLANDS UNIT 4 BEING FURTHER DESCRIBED AS FOLLOWS: THOSE PORTIONS OF SECTIONS 11 & 12, TWP 31 S, RANGE 38 E, BOUNDED ON THE SOUTHERLY SIDE BY LAKE DRIVE; ON THE EASTERLY SIDE BY THE WESTERLY LINE OF LOTS 1 TO 9, INCLUSIVE, OF SAID UNIT 2 AND LOTS 10, 11 & 12 OF SAID UNIT 4, BOTH OF BLOCK 73 AS SHOWN ON BOTH SAID PLATS; ON THE WESTERLY SIDE BY AHARDEE PARK@ CONVEYED IN OFFICIAL RECORD BOOK 725, I.R.C., AND ON THE NORTHERLY SIDE BY THE NORTHEASTERLY AND SOUTHEASTERLY BLOCK LINE OF BLOCK 120 (BEING THE NORTHEASTERLY AND SOUTHEASTERLY LOT LINES OF LOTS 1, 2 AND 3, OF SAID BLOCK 120) OF SAID UNIT 4 AND THE SOUTHEASTERLY RIGHT OF WAY LINE OF THAT CERTAIN DRAINAGE RIGHT OF WAY LYING NORTHWESTERLY OF SAID BLOCKS 72 & 120, BOTH IN SAID UNIT 4. GENERAL DEVELOPMENT CORP. / CITY OF SEBASTIAN Some interesting General Development Corporation reading - 1 . eading: 1. Newspaper article May 1976 2. Newspaper articles May 1978 3. Portion of a narrative to videotape from meeting with GDC in Miami 4. 1979 Agreement with GDC w/attached letter - interpretation of provisions 5. 1985 and 1986 GDC letters regarding proposed dredging 6. 1991 Memo from former City Manager Robb McClary 7. 1992 Settlement Agreement with list of tracts we obtained Sally • •Micco-Little ®v �� Hollywood •Barefoot Bay GDC Road Hear*ing Is Set By Virginia Moulton In a special meeting which eluded Sebastian city uncilmen, General welopment Corporation 'icials, the city attorney, L. Vocelle, and the city gineer, Flip Lloyd; legal d technical points were scanned for needed changes between the city and GDC regarding the eventual ae ceptance of the streets by the city in the Sebastian Highlands area. A date was then set for a public hearing on the matter. Basically the agreemen ?1ood Donors >ave Money By Virginia Moulton n effort to decrease, the ent's bill at Sebastian er Medical Center is the pose behind the present e to begin a blood donors at the center, according the chief laboratory nologist, Norman Cage. )r every unit of blood a ent uses, he is charged $25, e explained, noting that Sebastian center obtains blood from Brevard iital and the patient is 'ged for whatever he uses. ie plan is for Brevard oral Hospital personnel to it the Sebastian center )dically, beginning April to receive donors. The istian River Medical er would continue to ,n its blood needs from and and credit would be i the Sebastian club for unit collected. ge used fictitious cases he explained, "if a m used two units of blood he. or a member of his blood needs and has since day one of our operation, but they've never complained, even when we used 25 units on one patient," said .Cage, noting, however, that the patient paid for it — a whopping $625 on his bill. Many insurance companies won't pay for blood replacement, according to Cage. A list of the donors will be kept at the Sebastian center, and a monthly report will be available on the status of the blood supply credited to the local donor's club. Pamphlets and posters have been circulated in the area designating April 29 from 10 a.m. to 4 p.m. as the first donors day at Sebastian River Medical Center. Knowledge of one's blood type is not necessary, nor is an appointment. "Just tell the receptionist you're here to donate a pint of blood," st- ressed Cage. Personnel will be clad to answer auestions at tremained the same, with the acceptance planned in three - phases and GDC to be required to guarantee three years' maintenance of the streets in each phase, prior to the acceptance by the city. Phase one will include Sebastian Highlands' units two, three, four, five, six and eight; phase two will include units nine, 10, 11, 12 and 13 and phase three will include units 14, 15, 16 and 17. The only controversy about the agreement was not about the road, but rather about the maintenance, of the ditches, creeks and dams on GDC property. Councilman Skip Gray asked, "Who is going to own the dam at the end of Collier Creek, and who will own and maintain Collier Creek? They will be a big expense item in the near future," he noted. The GDC attorney, Wayne Allen, claimed, however, that that is "another problem. If we try to get all problems into one agreement it will be too complicated," and suggested ra separate agreement. However, Gray did not agree, stating, "I think it should be part of, this agreement," noting that the agreement frequently states that it pertains to "roads and drainage." The agreement does include three drainage related items to which GDC Vice -President C. C. Crump had formerly refused to agree until the city came to an agreement on the road acceptance plan. The agreement states that GDC must "complete ,the drainage work commenced in phase one, unit two, com- mencement of dredging in Collier Creek between Fellsmere Highway and Grant Avenue ... and relocation of the pavement at the in- tersection of Sloan Street and Futch Way upon verification by a licensed surveyor that the street is improperly located." Another item which the city included and Crump will in- vestigate, states "correct 14' overlaps in lot 14, block 59, unit two and other lots ef- fected along. Drawdy Way." Crump hopes to complete his investigation in the near future in order to have the agreement in its final form for the public hearing. It is only the three-year maintenance agreement ,which would require an amendment to ordinance 179 and would, after adoption, apply to everyone who hen- ceforth builds streets in the city, according to Vocelle, who noted that the rest of the agreement is just between GDC and the City of Sebas- tian. Presently, only a one- year maintenance agreement is required. However, former city councilman Pat Flood, who was in the audience, suggested that the public should have an opportunity to hear.and discuss the entire agreement. Therefore the special meeting was set for May 19 at I Sebastian City Hall at 7:30 p.m., when both the agreement and the ordinance will be read to the citizens in the public hearing. Eri,;-May 18, 1979, Vero Beach, Fla., PRESS -JOURNAL 10A stian Graaccoittl.e-Hollywood -*Barefoot rea�veh Bay'. .,*.Sebastian •Fe E�m�re *Roseland: Sebastian Road _Show Impresses Officials At !Thursday will long be remembered as- Feano,. comptroller- Wayne family' The Landsdowne lake appeared landmark day in the 2p-year+i ory of 'Harold. Alle n p efiegal counsel for W. dgd' after apprgainiatety 2;1 inches of rain egotiatiens ;petweeq tjtes c4ty of Nancy- Roen, another member AD. ther- feflin Sebastian on May 14. ebastian and�eneral _bevelopment GDC legal department. A picture indeed seemed to say more - -. - 4- .- During the program,. GDC..offfcial; than 10,000 words, for there- was not 6~9n -'Mayor Pat Flood,: ac- were- confronted .with _.:numerous muchAiscussion in the GDC conference . palpinied by City Attorney Buck examples of poorly'-cons,Pucted, room when the Sebastian presentation acelle, City Clerk Florence Phelan, misplaced and unmaintained drainage was concluded. otmcilwoman Dorothy McKinley and ditches and canals that.turn`Sebastian Avella, corporation president, spoke treet department supervisor Dale residents' lawns and_ driveways into first and his words and attitude seemed Tehr, led a delegation to Miami Thur- lakes after every rain and are perpetual to set the. tone for the remainder of the lay for a meeting with GDC corporate breeding grounds for mosquitos, snakes meeting. Fads- and unpleasant growths. Avella congratulated Flood and the Geed with a videotaped presentation A cursory tour of outlying streets in unpopulated sections the other members of the Sebastian delegation for nepared for the city by Dick Szeluga, of city showed cracked pavement overgrown by grass taking their time to come to Miami and for the effort that went into ir-Sebastian contingent held GDC of- and weeds shooting up from the asphalt the preparation of the videotape. et31s spellbound for 45 minutes of full- Air_ depictions deplorable" surface. Other more widely traveled "We're a large corporation and we of thoroughfares were found to have been take pride in what we do," Avella con- afnage and road systems conditions constructed on sand and marl bases with tinued. "Looking at that film, we can't hich are an everyday plague to city asphalt surfacing that ranged in take much pride in it. We would like to -sidents. thickness from one inch to little more see the problems resolved." Viewing the videotaped production than an eighth of an inch. Avella agreed with Flood that the time ere Bill Avella, president of GDC; The mini -documentary concluded with has come in the course of GDC -Sebastian ave Doheny, GDC vice-president; C. C. a memorable scene of a young man relationships for the two parties to sit rump, senior vice-president of rowing a boat down the middle of Land- down and discuss the problems and zgineering; Jack O'Neal, vice- sdowne Drive and across the front yard possible solutions calmly and rationally. resident ,of homesite development; of a large home owned by the Vance "I think some things take longer than Q I others, but I sincerely feel that, by working together, some spirit of com- promise can be worked out." Before the meeting concluded Thur- sday, Avella appointed counselor Allen as GDC's chief negotiator -with full authority to engage in settlement talks with a Sebastian counterpart, probably, Flood. Among the possible solutions` discussed briefly at the meeting was the establishment of an escrow account by- GDC, yGDC, funds from which would be used by the city as needed for the renovation and maintenance of residential units, with GDC thereby released from any further obligation to the city. "I really feel we've come a long way today," remarked Flood as the meeting adjourned. "I feel a lot better about things now than I did coming down here today." If Flood is appointed as chief negotiator by the full city council, he is in hopes of wrapping up talks and resolving the GDC -Sebastian situation within three to six months. Foodtown and Fellsmere Farms met were tbe7 winning- pitchers. '. first to finish a game that ended in a 5-5 bined pitching talents of Jimr tie when time expired after six innings of Paul Fleming, Troy -Friend play on March 29. David Deeson were not enoug Foodtown won the playoff when team the fired up Fellsmere squad. members added another three runs to Wielding the big bats for I five already scored, beating Fellsmere were Pat Edwards and Christia by a final score of 8-6. The win put whom doubled and hada singit Foodtown in first place for the mid- to their credit. Joel McKenny season championship. Jimmy Van -Matta, Tom Stre Paul Fleming went to mound for Robert Evans each got a single. Foodtown and also recorded the only Skip Honaker's single was Foodtown hit — a single — during the tie- base hit recorded by F oodtov breaker innings. entire seven -inning game. Zevion Thomas pitched for Fellsmere The league standings at this Farms and added a single base hit to his the second half of the 1979 sea team's total. Calvin Christian and Joel Foodtown, Fellsmere Far McKenney also singled. Southeast Bank involved in a t The second game played May 12 also tie for first place. Each of tho pitted Foodtown against Fellsmere has two wins and one loss. Th Farms. That contest was the makeup of Indian River Packers are tra a game rained out on May 8. field with no wins and three 14 SOMETHING FOR EVERYONE! ENJOY COUNTRY LIVIN( AT ITS FINEST in this tour try estate with two acres c producing grove for it come. A well-maintaine home, it has four bec rooms, two baths, nic landscaping, and a poo Soo � _(71 s } yo u: fro w��a ECTI�, , ' id - h §May -``i$, '1979 r7�/` lntc nn F,arful Fram S�bastiG Lansdowne Street is different. Almost •ery time there's a quarter -of an Inch of in, it floods, Mayer Pat Flood complained tursday in Mlam1 He had videotapes to prove it_ The scene ras the board room of one of Florida's big- ! st land developers, the General Develop-, ent Corp. A Sebastian delegation off' ljht'-met sere with lq officials of GDC, which since .e 1950s has been developing 10 square :les of countryside that it persuaded Se- stian to annex. THAT APPEARED to have c nge after GDC President William R. Avella watched the town's videotape. It showed misiocated drainage ditches — some with uphill slopes — and culverts two feet wide that were all but buried in canal silt. It: showed standing water in the. ditches, a m corroded daon Collier creek, cracked sea walls along the canals, quarter -inch paving that should have been an inch thick;`a'boy rowing a boat on Lansdowne Street. and Mother Nature regaining control of Flagler Court. AVELLd, WHO has been president of an unknown number of years in the future, has been negotiating with the town, was told to work out a dollar agreement. Avella the company for a little more than'a year, f s► ' Sebastian ti4ri C happy Shot$ a = 8 fault; an delegation the develo r more than 20 ears ago. Pe Y g $200,000 In escrow?" he asked. "If only.A -flyAtLD MARKO�VIT2 ,. ,end PHIL LONG : things have been going, about the drainage complained. about the way Well, almost all. Most of the problems shown in the video- tape involved work the town has refused few houses are built in an area for several years and we used it now, we'd only have w..arosanwm«. Grass grows in some streets of the tiny and pavement problemS,or GDC has approached its responsibilities. p�'of the problem Was that years ago, to accept as its own. GDC wants very much to discharge its to go and redo it later." ` Z of Sebastian: So do bushes, shrubs small trees, poking up through the Until Thursday, negotiations between the Sebastian's town engineer also happened town and the company hadn't gone well. to be in GDC's employ. GDC's management responsibilities in Sebastian, if only the Avella did not object to the idea, but would not commit himself to a figure. id asks in the thin asphalt pavement. p � d hes changed since that time. town would let i. —and in such a way that it wouldn't be obligated to come back Wayne Allen, the company lawyer whe Lansdowne Street is different. Almost •ery time there's a quarter -of an Inch of in, it floods, Mayer Pat Flood complained tursday in Mlam1 He had videotapes to prove it_ The scene ras the board room of one of Florida's big- ! st land developers, the General Develop-, ent Corp. A Sebastian delegation off' ljht'-met sere with lq officials of GDC, which since .e 1950s has been developing 10 square :les of countryside that it persuaded Se- stian to annex. THAT APPEARED to have c nge after GDC President William R. Avella watched the town's videotape. It showed misiocated drainage ditches — some with uphill slopes — and culverts two feet wide that were all but buried in canal silt. It: showed standing water in the. ditches, a m corroded daon Collier creek, cracked sea walls along the canals, quarter -inch paving that should have been an inch thick;`a'boy rowing a boat on Lansdowne Street. and Mother Nature regaining control of Flagler Court. AVELLd, WHO has been president of an unknown number of years in the future, has been negotiating with the town, was told to work out a dollar agreement. Avella the company for a little more than'a year, Avella said. said the company would help the town appeared Moved by the film. HE MENTIOiv'ED that a few years ago, apply for any available federal grants. "General Development's a large corpora- -the company put $300,000 into drainage Marjorie Szeluga, whose husband Rich - tion;' he Said- "We consider ourselves one 'work. Flood said it was wasted: "No one and made the videotape, said she appreci- of integrity. We';e q I uits7ld alt t�hpt3.;would listen wheal told them the ditches we're doing . 1=te�r�Pdle were running uphill — and there's no way ates Avella's offer of his company's exper- tis e in those and other matters. much pride out of R.";' �rin;the world water will run uphill." She had another idea: Mayor Flood said the town probably will He had what he thinks is a better idea. "If your expertise doesn't help us solve have to sell about $750,000 in bonds to pay "It we said we'd accept it [GDC's im- the flooding, maybe you have some that for repairs on the streets it accepted from provementsj, would you put $150,000 or will teach us how to raise rice." — — y WE HAVE NOT HAD ANY RAIN IN THE PAST MONTH. LOOK AT THE AMOUNT OF WATER COVERING THIS CULVERT. THE WATER IS BACKING UP IN EXISTING DITCHES. THERE IS NO POSITIVE DRAINAGE AND THE WATER IS BACKING UP IN DITCHES IN THE LAKE HARDEE AREA. WATER WILL SEEK IT'S OWN LEVEL, BUT WILL ALSO BACK UP AND THIS STAGNANT WATER HELPS MOSQUITOES TO BREED. THIS IS ANOTHER 18" CULVERT WEST OF THE 1ST CULVERT. IT TOO IS FULL OF WATER CREATING THE SAME PROBLEM OF BACKING UP IN DITCHES. WE ARE GOING TO CONTINUE TO HAVE THESE PROBLEMS AS LONG AS LAKE HARDEE IS AT ITS PRESENT LEVEL. WILL CREATE A PROBLEM IN LAKE COLLIER, PUSHING SEA WALLS OUT. THIS IS AT THE WEST END OF LAKE HARDEE. THE CULVERT IS ABOUT 36" WITH 2/3-3/4 UNDER WATER. IT USED TO BE KIND OF WIDE HERE. IT'S BACKED UP TO ROSELAND ROAD. THERE IS THE SAME PROBLEM THROUGHOUT UNITS 3 AND 4. THIS IS DITCH BEHIND FIRST SHOT OF THE CULVERT THAT WE SHOWED, RUNNING BETWEEN 2 HOUSES BACKED UP 1/2 MILE. WEEDS GROWING THERE IN DITCHES, UNABLE TO HOE AS LONG AS WATER THERE. THIS DITCH IS THE SAME DITCH OF THE FIRST SHOT OF THE CULVERT. YOU CAN SEE THE PROBLEM OF THE WATER BACKING UP. IT'S A CONTINUAL PROBLEM IN THE AREA - MAINTENANCE OF DITCHES WITH WATER STANDING IN. THIS IS GOING TO SHOW WATER STANDING BACK AS FAR AS THE CAMERA WILL GO. CULVERT RUNS UNDER THE ROAD ON AN ANGLE. IN THE MIDDLE OF THE DITCH BLUE STAKES SHOW PROPERTY LINES OF WHERE THESE HOUSES SHOULD BE. WEST END OF LAKE HARDEE CATCH BASIN - 36" CULVERT - PIPE FROM CATCH BASIN RUNS TO WEST. WOULD GO PROBABLY A MILE WITH WATER STANDING THROUGHOUT WHOLE AREA FROM THE WATER LEVEL OF LAKE HARDEE BACKING UP. YOU ARE LOOKING AT MR. GREEN'S HOUSE AT THE WEST END OF LAKE HARDEE ON PONOKA. WE ARE TRYING TO SHOW THE DEPTH OF THE DITCH AND THE DISTANCE OF IT. WATER STANDING ALL ALONG THE CULVERT OF THE STREET WE'RE ON. WE HAVE A SHORT SHOVEL AND THERE IS AT LEAST 18-24" OF WATER STANDING IN THE DITCH. THIS IS A YEAR ROUND PROBLEM. LOOKING BACK TO THE SOUTH A SHORT DITCH GOES INTO A T, RUNS FROM HERE BACK TO THE RIGHT UNDER THE ROAD AT DURANT STREET. IT RUNS FOR APPROXIMATELY ANOTHER MILE WITH WATER STANDING IN THE DITCH ALL THE WAY. AT THE DAM AT THE HEAD OF COLLIER CREEK, THE HAMMER POINTS OUT THE DETERIORATION OF THE DAM ITSELF - PILE DRIVINGS COMPLETELY RUSTED THROUGH,NUMBER OF HOLES D-3 THROUGHOUT. STRIKING WITH HAMMER, NO PROBLEM PUSHING HOLE THROUGH. VERY LITTLE METAL LEFT IN PILINGS. CONDITION OF IRON TOP OF EDGE OF PILE DRIVING 3/8" GOOD DOWN TO THE MIDDLE. RUSTED OUT FROM 1/8" TO NOTHING CREATING LARGE HOLES IN THE PILINGS. LOOKING DOWN COLLIER CREEK TO THE SOUTH TRYING TO SHOW CULVERT AND OLD WATER LEVEL WHICH WAS THERE FOR YEARS UNTIL THEY PUT SEA WALL IN LAKE HARDEE. IF YOU RAISE THE WATER LEVEL, IT WOULD COME TO THE TOP OF THE SEA WALL. WE HAVE DISCUSSED THIS WITH MR. ALLEN -AND SHOWN HIM THESE PROBLEMS. MR. ALLEN SAID DAM HAS HELD FOR 20 YEARS AND WE SHOULD GO AHEAD AND THIS SHOWS WATER LEVEL. SOMEBODY TOOK BOARDS OUT AND DROPPED DRAINAGE WHICH HELPED. LANSDOWNE DRIVE, LOOKING AT CULVERT IN REAR OF PROPERTY, 7/8" FULL OF WATER. IT HAS NOT RAINED FOR 30 DAYS AND THE DITCH IS FILLED WITH WATER. PICTURES OF LANSDOWNE SHOW STAKES IN FRONT OF PICTURE WHERE DITCH IS SUPPOSED TO BE. DITCH 8' FROM WHERE IT BELONGS AND FULL OF WATER. GDC PUT THESE STAKES IN. WHEN WE HAVE RAIN THIS PLACE IS COMPLETELY UNDER WATER AT THIS POINT. WE ARE PANNING TO SHOW THE GROWTH AND HOW BAD IT IS. GROWTH VERY HIGH. WATER CAN'T GET TO DITCH. WATER ON OTHER SIDE OF DITCH. MR. VANCE'S DRIVEWAY SHOWING EROSION. STREET, 1/2 BLOCK FROM VANCE HOUSE, REAR MAIN DITCH BEHIND HOUSE, DITCH 30-35' WIDE. LOOKS LIKE IT HAS NEVER BEEN CLEARED OF GROWTH. PICTURE OF CULVERT PIPE. IF DRAINAGE DITCH WAS CLEARNED, WATER WOULD GO AWAY. PANNING IN THE OPPOSITE DIRECTION ON STREET, PINE TREES 6-7" THICK RIGHT IN THE DITCH ALL ALONG. NO WAY WATER CAN RUN WITH ALL THIS DEBRIS. ROSE ARBOR AND CARAVAN DRIVE, GROWTH ACCUMULATED ON ASPHALT IS AN EXAMPLE OF MANY ROADS IN SAME CONDITION. PAY PARTICULAR ATTENTION TO GROWTH ON BOTH SIDES OF ROADWAY. VERY LITTLE MAINTENANCE WORK TO ELIMINATE THESE PROBLEMS. MANY ROADS IN AREA HAVE SAME EXISTING CONDITION. THIS IS ONE OF THE BAD ONES. MANY MORE LIKE IT. THESE ROADS WILL DETERIORATE VERY FAST. TRAVELING APPROXIMATELY AA�MILE T DOWN THIS STREET, YOU CAN SEE THIS CONDITION EXISTS ON ENTIRE STREET AREA. WE ARE GOING OVER NOW, WEEDS AND GRASS HITTING FRAME OF AUTO. DITCH ON BLOSSOM - 20' WIDE - GDC SOLD THIS PROPERTY AND ADJOINING PROPERTY. - 4 - A G R E E M E N T THIS AGREEMENT, made and entered into this /,/Mj day of August, 1979, by and between GENERAL DEVELOPMENT CORPORATION (hereinafter called "General"), a Delaware corporation authorized to do business in the State of Florida, and the CITY OF SEBASTIAN (hereinafter called "City"), a municipality under the laws of the State of Florida; W I T N E S S E T H: WHEREAS, General has recorded in the Official Records of Indian River County, plats subdividing lands within the City; and WHEREAS, General has posted corporate performance bonds and/or surety bonds as security for the construction of roads and drainage facilities as shown on said plats; and WHEREAS, General has completed construction of roads and drainage facilities as shown on said plats; and WHEREAS, General having completed construction of all roads and drainage facilities in the recorded plats of Sebastian Highlands Units 2 through 6 and 8 through 15, as recorded in the Official Records of Indian River County, which were not previously accepted by City and having an obligation to complete the roads and drainage facilities in Units 16 and 17; and WHEREAS, General's obligation is to have completed WHEREAS, the City and General desire to resolve putes between the parties in regard to construction onsibility for road construction and maintenance in through 6 and 8 through 15 of the recorded plats of an Highlands. NOW THEREFORE, in consideration of the mutual is contained herein and other good and valuable ration, the parties do hereby agree as follows: 1. The agreement entered into between General and City, dated the 9th of June, 1976, is hereby voided and shall no longer have any force or effect. 2. General herewith pays to the City the sum of two hundred thirty-three thousand dollars ($233,000.00) for the purchase of maintenance equipment to maintain roads and drainage facilities in the City of Sebastian, and to assist in the reconstruction and/or repair of the Lake Hardee dam. 3. General herewith pays to the City the sum of one hundred twenty-five thousand dollars ($125,000.00) to assist the City in paying the cost of an access road to the southern portion of the City of Sebastian from U.S. 1 to Shumann Drive and to assist in paying for resurfacing major arterial roads in the City, or for such other road and drainage purposes as may be determined by the City Council. 4. The City by execution of this agreement, which has been approved by a majority vote and resolution of the City Council, City of Sebastian, does hereby accept as completed by General in accordance with the Subdivision Regulations of the City, all roads and drainage facilities in Units 2 through 6 and Units 8 through 15 of Sebastian 5. General shall, upon execution of this agreement, deed to the City for municipal purposes the twelve (12) acre site located at the intersection of Barber Street and Arbor Drive. This conveyance by General shall be conditioned upon General receiving from the Indian River County School Board (the School Board) a letter relinquishing all right, title, and interest in said tract. 6. City shall, within sixty (60) days of the date of this agreement, repeal that provision of Ordinance No. 179, Paragraph 6.07-B, requiring construction of ten (10) percent of homes on a platted street prior to acceptance by the City of roads and drainage facilities constructed by developer. 7. General shall convey to the City the tract located at the intersection of Barber Street and Schumann Drive in the City, upon the payment to General of the sum of nine thousand five hundred sixty dollars ($9,560.00). The conveyance will limit the use of the parcel to school purposes or such tract will revert back to the ownership of General Development. General hereby acknowledges receipt from City of the sum of nine thousand five hundred sixty dollars ($9,560.00) in full payment of this obligation. 8. City discharges and release General, its officers, employees, stockholders, successors and assigns from any and all obligations, liabilities or agreements relating to the payment by General to the City of surety bond premiums savings which have accrued or may in the future accrue to General because of corporate performance bonds posted with the City by General. 9. General shall obtain an easement through the General shall provide the technical expertise and any necessary engineering design or data for the City to apply for the necessary permits. General shall construct such drainageway and obtain any permits entirely at its expense and at no cost or further obligation to the City. 10. General will indemnify and legally defend at no cost to the City and save the City harmless from any and all actions or judgments, if any, by purchasers of property from General who have any complaints or legal actions against General in regard to the location and/or construction of drainageways in the City. 11. General will complete a core boring program and will reconstruct at General's expense City streets in Units 2 through 15 of Sebastian Highlands to provide one (1) inch of asphalt wearing surface, as defined herein, where deficiencies have occurred. As an alternative to such reconstruction, General, upon the City's request, shall deposit with the City an amount computed at $33.00 per ton of asphalt estimated as required to correct the deficiency, for the City's exclusive use for road maintenance in the City. General will be obligated under this paragraph if the results of the core borings, taken at the frequency of five (5) borings per mile, indicate less than one (1) inch of asphalt surface within a tolerance of minus (-) one quarter (1/4) inch. Where deficiencies occur the area of deficiency shall be further defined by additional borings. General shall provide to the City the results of its core boring tests within ninety (90) days from the date of this agreement. The City within sixty (60) days of the receipt of such report shall notify General of any roads for which it requires 12.. City, upon execution of this agreement, hereby accepts the construction of all roads and drainage facilities and will thereafter maintain such roads and drainage facilities in Units 2 through 6 and 8 through 15 in Sebastian Highlands, as recorded in the Official Records of Indian River County, except as stated herein in Paragraph 15, and does hereby release and forever discharge General and its officers, employees, stockholders, successors and assigns from any and all obligations, under corporate bonds or surety bonds previously posted with the City to guarantee construction and/or maintenance of roads and drainage facilities in the aforesaid units, including, but not limited to the bonds shown on Exhibit "A" attached hereto. 13. City does hereby release and forever discharge General and its officers, employees, stockholders, successors and assigns from any and all other obligations, claims, warranties, liens, right of action or other legal remedies of whatever nature or kind which may have arisen or could have arisen between the parties prior to the date of this agreement. 14. General and City agree that when General completes construction of the roads and drainage facilities in Units 16 and 17 it shall submit them to the City for acceptance for maintenance by the City. The City shall within a reasonable time inspect said roads and drainage facillities in Units 16 and 17 to assure completion of construction in accordance with the Subdivision Regulations in effect at the time of plat recordation. Once such deter- mination is made the City shall by resolution accept such road and drainage facilities for maintenance by the City and development plans, consistent with General receiving applicable permits which General shall use its good faith efforts to obtain, for: (1) Collier Creek from Fellsmere Highway to its intersection with Elkcam Waterway; and (2) Elkcam Waterway in its entirety. General shall maintain these waterways at its expense until the excavation work is completed. Upon completion of the excavation work, the City shall accept these waterways for maintenance. Executed on behalf of the City of Sebastian in accordance with a resolution passed by majority vote of the City Council at its meeting on the �"day of 0A ' r- ,1S'T P 1979. GENERAL DEVELOPMENT CORPORATION By: William R4FAv6lla, President Attest: LU"-' Wayne L. Allen Vice President CITY OF SEBASTIAN, FLORIDA Prick Flood, Mayor Attest: per, City Clerk General Development Corporation (a August 15, 1979 City of Sebastian Post office Box 127 City Hall Sebastian FL 32958 Attn: Mayor Pat Flood Re: August 15, 1979 Agreement - Road Acceptance Dear Mayor Flood: Wayne L. Allen Vice President and Assistant General Counsel In reference to the discussions with residents of the City on August 13, 1979, this letter is to set forth our mutual interpretation of the following provisions of the subject agree- ment. 1. Paragraph 7 -- If the school site tract reverts back to General Development Corporation, we will pay back to the City the sum of nine thousand five hundred sixty dollars ($9,560.00). 2. Paragraphs5 & 7 -- General shall pay the 1979 taxes on the two properties through the date of delivery of the deeds to the City, notwithstanding language to the contrary contained in the deeds. 3. Paragraph 15 -- The reference to Collier Creek in- cludes Collier Waterway to its intersection with Elkcam Waterway. 4. Paragraph 5 - If the release is not received from the School Board, General will convey a comparable sized site from one of the park sites shown on General's master plan. 5. This letter will be attached to the agreement dated August 15, 1979 between the parties and is made a part thereof. WAYNE L. ALLEN Page 1 of 2 1111 South Bayshore Drive, Miami, Florida 33131 Telephone 305 3501261 j Villages of Sebastian Highlands RECEIVED MAY 2 8 2055 S.E. US #1 VERO BEACH, FL 32962 (305)569-4300 May 23, 1985 The Honorable James Gallagher Mayor of Sebastian P. 0. Box 127 Sebastian, Florida 32958 Dear Mayor Gallagher: GEORGE R. KULCZYCKI DIRECTOR OF COMMUNITY OPERATIONS Attached for your information are copies of letters submitted to the Regulatory Agencies requesting approval to perform maintenance dredging and weed removal in Collier and Elkam Waterways. We should receive a response within the next 90 days. I will keep you advised. Sincerely, rQZ�A--j gorge . KtQzycki Director of Community Operations GRK/sr Attachments cc: Cecil R. Hunton Ray Thomson, Building Inspector 0 A General Development Community A City Investing Company Gene:-af Deveiopment Corwration VERO/SEBASTIAN _ Date Received: :. Received by Reviewed by GRK: J �� Action Required: „ay 22, 1985 Ms. Barbara Bess Dredge d gill Supervisor St. John's River District Department of Environmental Regulation �3 9 Aaguire Blvd., Suite 232 FL . 32803 RE: t;aintenance Dredging in Sebastian Highlands, Indian River County. Dear Barbara: General Development Corporation is proposing to perform maintenance dredging and weed removal in Collier and Elkcam waterways in the project area as shown on the attached drawings. As per Chapter 17-4.04(d), F.A.C., it is our understanding that this work is exempt from any permit requirements under Chapter 17-4,F.A.C. No previous permit was issued by the Board of Trustees of the Internal Improvement Trust Fund or the United States Army Corps of Engineers for the construction of this existing non -tidal, man-made upland canal system which was constructed several years ago. As per our earlier conversation, I am enclosing for your review drawings which indicate both the original design specifications and the extent of proposed maintenance work in the subject waterways. Appropriate Best Management Practices will be employed and turbidity control devices will be utilized wherever practicable during the course of work. Disturbed slopes will be stabilized and revegetated, with all excavated material being disposed of on non -jurisdictional upland sites. I hope this information suffices and allows for you to concur with the proposed in a timely manner. If you regu.re n further information, please do not hesitate to call. i Since,,,-..,., . Jame Denier, Denier, Jr. Pro.ect Administrator Environmental Permitting JAD/mpr. mpr1975 bcc: E. Clark, W. Jurgens, G. Kulczycki, C. Landau General Development- Corporation VERO/SEBASTIAN Date Received: Received by Reviewed by GRK: s Action Required: Mr. Michael Slayton: Chief, Regulatory Section Department of the Army Jacksonville District Corps of Engineers P.O. Box 5220-766 Dear Mike: Re: Maintenance Dredging in Sebastian Highlands, Indian River County. May 22, 1985 General Development Corporation is proposing to perform maintenance dredging and weed removal in Collier and Elkcam Waterways in the project area, as shown on the attached drawings. Based on our earlier conversation o the subject, it is my understanding that the COE does not exert jurisdiction in the project area. Therefore, this wort: is exempt from any permit requirements as per the provisions of Section. 404 of the Clean Water Act and Section 10 of the Rivers and Harbors Act. If you concur, please provide your signature below and return so that we may have record for our files. Thank you for your time and consideration on this matter. Sincere Ly, JaZ/A. Denier, Jr. Project Administrator Environmental Permitting JAD/mpr. Michael Slayton Date Chief, Regulatory Section cc: Mike Zimmerman,USCOE,Stuart Office bcc: E. Clark, W. Jurgens, G. Kulczycki, C. Landau m1987 7e!eGnore -3_ 3=0 -200 General Development Engineering Company October 7, 1976 File: SH 1, 2 & 4 LD Mayor Eugene Cragg City of Sebastian City Hall Sebastian, Florida Re: COLLIER CREEK MAINTENANCE DREDGING Dear Mayor Cragg: This is to inform you that this office has issued a work release to dredge washed in silt and sand from Collier Creek. This work will be done in accordance with the recent General Development Corporation Agreement with the City. (See Agreement Page 5, Item 9b.) Our construction forces will perform this work as soon as they can schedule it. If you have any questions, please contact this office. MB:ec cc: C. C. Crump Bob Bluem Bill Bevan Wayne Allen Sincerely, M rk aggett, Manager, Engineering 2095 South West U.S. #1, Vero Beach, Florida 32960 Telephone 305-562-6558 OQ �" w •a��s� City of Sebastian POST OFFICE BOX 780127 c SEBASTIAN, FLORIDA 32978 TELEPHONE (407) 589-5330 o FAX (407) 589-5570 M E M O R A N D U M DATE: May 24, 1991 TO. W.E. Conyers, Mayor & Sebastian City Council FROM: Robert S. McClary 14, -�V' , RE: General Development Corporation --------------------- BACKGROUND 79, General Development Corporation ("GDC") and On August 15, 19 the City of Sebastian encontract, among other thingters d o twritten agreement. lined certain esponsibilities , and obligations of GDC istructing and maintaining and infrastructure (public streets anddrainage improvements) provided for a procedure forthesimprovements to be accepted by the City for perpetual maintenance. on April 6, 1990, GDC filed for protection under Chapter 11 of the Federal Bankruptcy Laws. Since that date, GDC has failed to meet its obligations under the terms ofthe occas� ns to negotiate a agreement. I have met with GDC officals on six (6) s to n the 1979 new agreement. Any new agreement would sup contract and relieve GDC of its responsibilities and obligations under the 1979 agreement in exchange for real property Y by GDC to the City. Under the terms of a new agreement, the City would assume responsib frittherCity would not maintenance the be f assuming infrastructure I s built to date. HoweTinder no responsibilities will C ty eemen obligate uner the 1979 ritself• to construct circumstances ill e improvements which GDC would have built under the terms o 1979 agreement. (Example: aterwa at C is required econstruct certain estimated cost Of $1.2 seawalls along the Elkcam W Yor to million. The City may choose to c ns The point ct tis that theseawalls�C t� of tru install rip rap, or to do nothing.) Sebastian is not adevelopei and liabil ties no petense that it responsib 1 ties to assume GDC's c1v1 representations or promises. Re: General Development Corporation Page 4 The total estimate of CDC's obligations under the 1979 Agreement amount to $4,256,450. I point out that this estimate is not comprehensive in that, it does not include an estimate of maintenance expenses GDC would otherwise incur for street and drainage facilities until they would otherwise be turned over to the City for maintenance. GE RAL DEVELOPMENT CORPORATION -ASSETS If the City is to release GDC of its 1979 contractual obligations and assume responsibility for the maintenance of the infrastructure constructed to date, we should receive something of value in exchange. It is obvious from the bankruptcy filing that GDC is cash short. However, GDC does own certain real estate within the City which may have little value to a private owner, but considerable value to the City. Therefore, we have identified certain GDC real estate holdings, which GDC would exchange for a release of its contractual obligations. These properties are listed in Exhibit "C" and are valued at $2,418,990. SUMMARY AND RECOMMENDATION It is our hope that GDC is able to successfully reorganize and recover its economic health. However, until GDC has successfully reorganized, street and drainage facilities must be properly operated and maintained in order to promote the public health, safety and welfare. The property owners and residents of Sebastian have no one else to turn to other than the City. Further, GGC must find some way of relieving itself of economic liabilities if it is to successfully reorganize. Therefore, both GDC and the City are well motivated to finding a way for the property owners and citizens to be served. I believe it would be in the best interest of our citizens and property owners, the City and GDC to enter into an agreement as outlined above. Upon approval of this memorandum by the Sebastian City Council, this outline should be submitted to GDC for its approval. Once both parties agree to the concepts and details outlined herein, the City Attorney should then prepare a contract which contains the provisions outlined in this memorandum. /jmt y SETTLEMENT AGREEMENT THIS AGREEMENT is made and entered into this 16th day of January , 3.992 , by and between THE CITY OF SEBASTIAN (the "City") and GENERAL DEVELOPMENT CORPORATION, a Delaware corporation, as Debtor -in -Possession ("GDC") under U.S. Bankruptcy Court (the "Court") Case No. 90-12231-BKC-AJC (the "Bankruptcy Case"). W I T N E S S E T fl: WHEREAS, GDC is the owner of certain property described in Exhibit "A" attached hereto (the "GDC Conveyance Parcels"); WHEREAS, GDC may have certain obligations to the City more particularly described in Exhibit "B" attached hereto (the "GDC Obligations"); WHEREAS, GDC and the City have agreed to the conveyance of the GDC Conveyance Parcels to the City and to other items as set forth below all in resolution of certain matters between themselves, as herein provided, and desire to confirm certain other agreements and understandings between themselves. NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows; 1. Recitals. The above recitals are true and correct and are hereby incorporated by reference as if fully set forth herein. 2. Conveyance. GDC hereby agrees to convey the GDC Conveyance Parcels to the City, which the City agrees to accept as its treatment under the plan of reorganization of GDC (the "Plan"), in full and complete satisfaction of the proof of claim filed by the City in the Bankruptcy Case (the "Proof of Claim") (the City hereby waiving and releasing any right the City may have to receive any other or additional distribution under the Plan), and, additionally, in consideration for which the City agrees: (i) to irrevocably and unconditionally release GDC and its successors from any and all of the GDC Obligations, including, but not limited to, any obligations associated with, connected to or arising from the Proof of Claim (which shall include as applicable, the release by the City of the bonds posted by GDC with the City in connection with the GDC Obligations (the IlBondsll)) ; and (ii) to assume the maintenance and operational responsibilities and obligations included within the GDC Obligations. 3. Title. At the closing under this Agreement, the City shall take title to the GDC Conveyance Parcels subject to the following (the "Permitted Exceptions"): (a) ad valorem real estate taxes for 1992 and subsequent years; (b) all laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations; (c) restrictions, reservations, easements, covenants, agreements, limitations and other matters appearing of record; and (d) matters which would be disclosed by an accurate survey of the GDC Conveyance Parcels. 2 4. Title Examination of GDC Conveyance Parcels. Within twenty (20) days from the date of this Agreement, the City shall procure, at its sole cost and expense, a commitment (the "commitment") for title insurance issued by a nationally recognized title company for an owner's ALTA Form B Marketability title insurance policy for the GDC Conveyance Parcels. The City will have ten (10) business days following receipt of the Commitment within which to examine same: If, upon the examination of the Commitment, the City finds title to be defective (i.e. matters which render title unmarketable in accordance with the standards of the Florida Bar and are not Permitted Exceptions), the City shall, by no later than the expiration of such ten (10) day examination period, notify GDC, in writing, specifying the defect(s); provided that if the City fails to give GDC written notice of defect(s) before the expiration of said ten (10) day period, the defects shown in the Commitment shall, anything in this Agreement notwithstanding, be deemed to be waived as title objections to closing this transaction and GDC shall be under no obligation whatsoever to take any corrective action with respect to same nor to warrant title to same in its special warranty deed of conveyance. If the City has given GDC timely written notice of defect(s) and the defect(s) render the title other than as required by this Agreement, GDC shall use its reasonable efforts to cause such defects to be cured by the date of closing. In no event shall GDC be obligated to bring suit or to expend any sums of money to buy-out or settle any such lien, or 3 any other encumbrance or claim against the GDC Conveyance Parcels or to cure any other title defect. At GDC's option, the date of closing may be extended for a period not to exceed thirty (30) days for purposes of eliminating any title defects. In the event that GDC does not eliminate all timely raised title defects as of the date specified in this Agreement for closing, as the same may be extended under the preceding sentence, the City shall have the option of either: (i) closing and accepting the title "as is", without offset or deduction in consideration given to the City, or (ii) cancelling this Agreement, whereupon both parties shall be released from all further obligations under this Agreement. Notwithstanding the foregoing, in the event a title defect or objection affects only a portion of the GDC Conveyance Parcels (the "Title Defect Parcel"), and the value of the Title Defect Parcel is mutually agreed by the parties to be ten percent (10%) or less of the overall value of the Conveyance Parcels, then, uniess Gum elects and is unable to cure such title defect, and subject to the City's reasonable approval, GDC may select and substitute a different parcel of land owned by GDC in the City of Sebastian of reasonably equivalent value for the Title Defect Parcel, which shall become part of the Conveyance Parcels. 5. construction of Uncompleted Portions of Units 16 and 3.7. The City hereby agrees that GDC and its successors and/or assigns, at any time whatsoever in the future, shall have the absolute right to develop the remaining unconstructed portion of the Pians of Unit 16 and Unit 17 in accordance with the subdivision standards in 4 effect at the time that Unit 16 and Unit 17, as applicable, were platted, and the requirements of that certain Agreement dated as of August 15, 1979, between the City and GDC (the 1179 Agreement"), and in no event shall any higher or different standards or requirements ever be imposed by the City in connection with, or as a condition to, the development of said Unit 16 or Unit 17 (even if said Unit 16 or Unit 17, or any portion(s) thereof, are replatted, no higher or different standards or requirements shall be imposed. Notwithstanding anything to the contrary contained in the foregoing, if any portion of Units 16 or 17 are replatted, and the purpose of replatting is other than to relocate or widen roads, or to locate or relocate stormwater drainage, the right of way and road and drainage requirererts and standards in effect at the time that Unit 16 and Unit 17, as applicable, were platted, and the requirements of the 79 Agreement, as aforedescribed, shall be applicable, but the developer of said property (whether GDC or a successor thereof) shall otherwise be obligated to conform to all other applicable current standards or requirements). Without limiting the foregoing, the City acknowledges and agrees that the City shall never require any further dedication, conveyance or designation of land for parks, recreational or other public use to Unit 16, Unit 17, or any other plat already accepted by the City (a "Prior Plat") which is not already set forth in the applicable plat; provided, however, if in connection with the development of any Prior Plat, the appropriate governmental agency requires that any parcel of land within the Prior Plat be used for drainage S purposes and such parcel has not already been designated for such purpose, GDC will convey such parcel to the City upon the condition that the City will assume maintenance and operation with respect to such Parcel upon such conveyance. 6. Fleming Street Extension. GDC agrees that, prior to developing the applicable portion of Unit 16, the developer of said property (whether GDC or a successor thereof) shall be obligated to replat said portion to create a right-of-way to extend Fleming Street from Chesser's Gap to the east boundary of Unit 16 (Block 517). it is the City's intention to ultimately extend Fleming Street from said point to U.S. #1. 7. quit claim Assignment of Easements on abiion Ranch Property and the BQY 849Uts Of Z=_Z .: cw at closing, CDC shall assign to the City by a quit --slain assianment! and on a non- recourse and non-exclusive basis, its rights under the grant of Easement between Shiloh Youth Ranch, Inc. and GDC recorded in Official Records Book 654, Page 1228, and Gulf Stream Council, Inc., Boy Scouts of America and GDC, recorded in Official Records Book 574, Page 2698. 8. Taxes. All outstanding ad valorem real property taxes, interest payments, and penalties with respect to the GDC Conveyance Parcels shall be paid by GDC prior to closing. GDC's Representations. GDC represents to the City as follows: (a) Authority of GDC. GDC is a corporation duly organized, validly existing and in good standing under rl the laws of the State of Delaware, and is duly authorized to transact business in the State of Florida. This Agreement is binding on GDC and enforceable against GDC in accordance with its terms subject to the provisions of paragraph 14 below. (b) FIRPTA. GDC is not a "foreign person" within the meaning of the United States tax laws and to which reference is made in Internal Revenue Code Section I445(b)(2). At closing, GDC shall deliver to the City a certificate to such effect. 10. City#s Representatiaim. The City represents to GDC as follows: (a) Investigation. The City is a knowledgeable and sophisticated ow*'1er of real estate properties. The City has previously reviewed and considered the nature of this transaction and investigated the GDC Conveyance Parcels and all aspects of the transaction. The City has determined that the GDC Convevance Parcels are satisfactory to the City in all respects and the City is acquiring the GDC Conveyance Parcels in "as is" condition. The City has and will rely solely on the City's own independent investigations and inspections, and the City has not relied and will not rely on any representation of GDC other than as expressly set forth in this Aareement (and provided that the City understands and agrees that none of the representations of GDC shall 7 survive the closing nor are intended to be relied upon by the City after closing). The City further acknowledges and agrees that, except for the specific representations made by GDC in this Agreement, GDC has made no representations, is not willing to make any representations, nor held out any inducements to the City other than those (if any) exclusively set forth in this Agreement, and GDC is not and shall not be liable or bound in any manner by any express or implied warranties, guaranties, statements, representations or information pertaining to the GDC Conveyance Parcels, except as may be specifically set forth in this Agreement. (b) City's Authority. The execution. delivery and performance of this r` grieve -meant by the City have been duly authorized, and this Agreement is binding on the City and enforceable against the City in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is Yequlc-,�!d. 11. Default. In the event of a default by either party under this Agreement, the non -defaulting party shall be entitled to all rights and remedies available at law or in eguity. 12. Closing Costs. (a) The City and GDC shall each be responsible for one-half of the following costs: (i) the cost associated with issuance of the Commitment, the cost of obtaining any title insurance policy updates or reports on the GDC R Conveyance Parcels (all of which shall be calculated at minimum risk rate), and the premiums and any other related fees and costs for any owner's title insurance policy and/or report, (ii) conveyance and clerk's recordation fees for recording any deeds, easements and any and all other documents incident to consummation of the transaction contemplated hereby, (iii) the state documentary stamps and surtax due, if any, on the special warranty deed and easements to be delivered pursuant to this Agreement; and (iv) the recording costs of documents necessary to clear title at closing. The settlement contemplated by this Agreement and the conveyance of the GDC Conveyance Parcels to the Citv is a transfer pursuant to a plan of reorganization and therefore no documentary stamp taxes (or surtax) is payable on the deed of conveyance pursuant to 11 U.S.C. §1146. 13. Closing. Subject to other provisions of this Agreement for extension, the closing shall be held on or before February 28, 1992, at the offices of the attorneys for the City, Frese, Fallace, gash & Torpv, P.A., at 930 S. Harbor City Blvd., Melbourne, Florida i:).c)nl . At closing, GDC shall execute and/or deliver (as applicable) to the City the following closing documents: (a) a special warranty deed conveying the GDC Conveyance Parcels subject to the Permitted Exceptions (and any other matters either consented to or not timely 4 objected to by the City after the City's review of title pursuant to paragraph 4 above); (b) an affidavit of exclusive possession with respect to the GDC Conveyance Parcels; (c) a "non -foreign" affidavit or certificate pursuant to Internal Revenue Code Section 1445; (d) a mechanic Is lien affidavit with respect to the GDC Conveyance Parcels;'and (e) a corporate resolution and/or such other evidence of authority and good standing with respect to GDC as may be reasonably required by the title insurance company issuing title to the City; At closing. the Citv shall execute and/or deliver (as applicable) to GDC: (a) a release in favor of GDC with respect to all GDC obligations, including, but not limited to, the release of the Bonds. in form and content acceptable to GDC• (b) written acknowledgment of the City's assumption of obligations as described in paragraph 2 above, in form and content acceptable to GDC; (c) such documents as requested by GDC to withdraw or satisfy the City's Proof of Claim in the Bankruptcy Case with prejudice to any refiling or assertion of such claim in the Bankruptcy Case; A (d) a document, in recordable form, setting forth the rights chanted to GDC in paragraph 5 above. in form and content acceptable to GDC; and (e) an appropriate resolution satisfactory to GDC conf irmina proper authorization for the City's execution of this Agreement and consummation of the transactions contemplated hereby (including, without limitation, the City's assumption of the GDC Obligations, as herein provided). At closing, the parties shall each execute such other documents as are reasonable necessary or appropriate to consummate the transactions contemplated by this Agreement. 1�. Assignaby�at`�. None of the parties to this Agreement shall be entitled to assign their rights hereunder. 15. Approval, The parties acknowledge and agree that this Agreement is subject to the approval of GDC management and GDC obtaining approval from GDC's Unsecured Creditors Committee (the "Committee") and the Court of this Agreement and the transactions contemplated hereby, including the conveyance to the City of the GDC Conveyance Parcels free and clear of all liens and encumbrances (other than the Permitted Exceptions). Tf for any reason the Court has not approved this Agreement by January 31, 1992, this Agreement shall be terminated, and both parties released from all further obligations under this Agreement, unless further extended by mutual written agreement of the nartiec. I t 16. Notioes. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given on the date of delivery, if delivered by hand, sent by recognized overnight courier (such as Federal Express), or sent by written telecommunication (such as a telecopy of fax) or 3 days after mailing, if mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at: City of Sebastian P. O. Box 780127 Sebastian, Florida 32978 Attn: Mr. Robert S. McClary, City Manager Telecopy No. (407) 589-5570 with a copy to: Richard E. Torpy Frese, Fallace, Nash & Torpy, P.A. 934 S. Harbor City Blvd. Melbourne, Florida 32901 Telecopy No. (407) 951-3741 If to GDC at: General Development Corporation 2601 South Bayshore Drive Miami, Florida 33133 Attn: Saul Sack, Esquire Telecopy No.: (305) 859-4360 with a copy to: General Development Corporation 9801 South Federal Highway Port St. Lucie, Florida 34952 Attn: Ralph (Cap) Cain, III Assistant Vice President Community Affairs Telecopy No.: (407) 335-5926 copies of all notices shall be given to: Maguire, Voorhis & Wells, P.A. 2 South Orange Avenue Orlando, Florida 32801 Attn: Dwight D. Saathoff, Esq. Telecopy No.: (407) 423-8796 kvA 17. Radon baa. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. [NOTE: THIS PARAGRAPH IS PROVIDED FOR INFORMATIONAL PURPOSES PURSUANT TO SNCTION 404.056(8), FLORIDA STATUTES, (1488).] 18. Miscellaneous. (a) The City acknowledges that GDC shall endeavor to consult with the Committee appointed in the jointly administered Chapter 11 case of GDC, and such Committee's counsel, with respect (but not limited) to the Release. (b) Nothing contained in this Agreement shall be construed as an acknowledgment or agreement from GDC or the City as to the actual amount owing by GDC to the City under the GDC Obligations. The parties agree that if the closing does not occur for any reason, neither party shall have the right to admit this Agreement, or any oral or written statements made in connection with the negotiation, drafting or execution of the settlement Agreement, into any proceeding (judicial, administrative or otherwise) arising in connection with or in any way related to the GDC Obligations. 13 (c) Pursuant to Paragraph 2, the City, as of closing, assumes the maintenance responsibility obligations included with the GDC Obligations. (d) This Agreement shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. (e) in the event any term or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. (f) in the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. (g) In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and paragraph headings shall be disregarded. 14 t (h) All of the Exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. (i) Unless expressly set forth herein, the terms and provisions of this Agreement shall not survive the closing and such terms and provisions shall be deemed merged into the special warranty deed and extinguished at closing. (j) Time shall be of the essence for each and every provision of this Agreement. (k) Neither this Agreement nor any notice or memorandum of this Agreement shall be recorded in any public records. 19. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, repre- sentations or warranties other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whops enforcement of such change would be sought and unless approved by the Court, This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 15 EXECUTED as of the date first above written in several coun- terparts, each of which shall be deened an original, but all constituting only one agreement. Signed in the presence of: r Approved as to ore and legal suffic'ency: Charles/Ian Nash City A orney GENERAL DEVELOPMENT CORPORATION, a Delaware corporation, as Debtor in Possession under U.S. Bankruptcy Court Case No. 9 0-12 2 31-BKC- BY: Ti (Corporate Seal) THE CITY OF SEBASTIAN By• Name: w.E. Con rs Title: Mayor' .r� (Sea)< ATTEST: Kathy M. O`Halloran CMC/AAE, City Clerk 16 Tracts 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. EXHIBIT A SEBASTIAM 21ORLANDS Unit 1 Block 12 Lot 2 Unit 1 Block 12 Tract H Unit 1 Block 12 Tract I Unit 1 Block 14 Tract F Unit 1 Block 17 Tract E Unit 1 Block 21 Tract D Unit 1 Block 41 Tract C Unit 2 Block 65 Tract C Unit 4 Block 121 Tract Y Unit 10 Block 208 Lot 4 Unit 10 Block 268 Unit 11 Block 282 Tract B Unit 11 Block 364 Lot 19 Unit 11 Block 365 Lot 12 Unit 16 Block 559 Tract R Unit 16 Block 559 Tract S Unit 16 Block 559 Tract T Unit 16 Block 560 Tract P Unit 17 Block 445 Tract B Unit 17 Block 595 Tract W Unit 17 Block 598 Tract U Unit 17 Block 599 Tract V Unit 17 Block 606 Tract T Schumann Lake and Island Unit 4 Unit 8 Unit 8 Unit 10 Unit 10 Unit 10 Unit 10 Unit 11 Unit 11 Unit 11 Unit 11 Unit 14 Unit 15 Unit 17 Unit 17 Public Service Tracts P.S Block 73 Remaining portion of Hardee Park Block 193 Block 223 Tract C Block 211 Tract A Block 264 Tract C Block 267 Tract B Block 300 Block 282 Tract A Block 347 Tract E Block 372 Tract C Tract D Block 507 Tract B Block 488 Tract G Block 604 Tract Q Tract A 1 (Adjacent to Block 399) (Adjacent to Block 441) Fa •Tracts Trams and bots Converted tg Drainage 40. Unit 13 Tract A (Adjacent to Block 320) 41. Unit 13 Tract B (Adjacent to Block 330) 42. Unit 13 Tract D (Adjacent to Block 333) 43. Unit 17 Block 462 Tract X 44. Unit 17 Block 574 Tract H 45. Unit 17 Block 574 Tract I 46. Unit 17 Block 580 Tract Y 47. Unit 17 Block 588 Tract K 48. Unit 17 Block 593 Tract O 49. Unit 17 Block 599 Tract M 50. Unit 17 Block 602 Tract P (Western 115 'Drainage r -o -w) 51. Unit 17 Block 613 Tract R 52. Unit 17 Block 616 Tract S Lots 53. Unit 17 Block 449 Lots 1 to 11 54. Unit 17 Block 451 Lots 1 to 4 55. Unit 17 Block 462 Lots 11 and 12 56. Unit 17 Block 570 Lots 4 to 19 57. Unit 17 Block 578 Lots 1 to 16, 19 and 20 58. Unit 17 Block 579 Lots 12 to 14, 19 to 21 59. Unit 17 Block 580 Lots 1 to 3 and 19 60. Unit 17 Block 589 Lots 4 and 5 Fa EXHIBIT IIBII AdL (1) All obligations of GDC to construct, maintain and operate all streets and drainage facilities located in the City of Sebastian, including, without limitation, all obligations of GDC under that certain Agreement dated August 15, 1979 between GDC and the City, except that the foregoing shall not include GDC's obligations with respect to Plat Units 16 and 17, which are postponed pursuant to paragraph 5 of the Settlement Agreement to which this Exhibit "B" is attached hereto. (2) Any liability or obligation (i) related in any manner to the matters set forth in item (1) above and/or (ii) set forth in the Proof of Claim filed by the City or related to the matters described therein. 12/111"Na"-'-s"S.W i It AJ t City o, j Sebastian POST OFFICE BOX 780127 o SEBASTIAN* FLORIDA 32978 TELEPHONE (407) 5W5M o FAX (407) 589-6574 January 28, 1992 via Federal Anre0s Steven E. Goldman Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. 1221 Brickell Avenue Miami, FL 33131 Re: Settlement Agreement between GDC & City of Sebastian Dear Mr. Goldman: Enclosed is one (1) original of the settlement agreement between the City of Sebastian and General Development Corporation, dated January 16, 1992. Per instructions from Richard E. Torpy, Deputy City Attorney, I have made the following hand written modifications: In paragraph 13 "closing" the closing shall be held on or before March 15, 1992 rather than February 78, 1992. Paragraph 15 "approval" the sentence regarding approval of the bankruptcy -court would be changed to February 28, 1992 rather than January 31, 1992. Attorney Torpy advises me that these modifications need not be approved by the City Council since they are not substantive. Thank you for your continued cooperation in this matter. Sincerely, Robert S. McClary City Manager RSM/Jmt cc: W. E. Conyers, Mayor & Sebastian City Council Richard E. Torpy, Deputy City Attorney f settlement have been filed, that approval of the Settlement Agreement is in the best interests of GDC, its estate and its creditors, and that good cause appears therefor. Accordingly, it is ORDERED AND ADJUDGED as follows: 1. That the Motion be and hereby is GRANTED in its entirety, and the Settlement Agreement be and hereby is APPROVED -in all respects; 2. That GDC be and hereby is authorized to undertake and perform all acts reasonably necessary to comply with the terms of the Settlement Agreement, including but not limited to the execution, delivery, receipt and exchange of documents, and GDC and the City are directed so to comply; 3. That GDC be and hereby is directed to convey the GDC Conveyance Parcels (as defined in the Settlement Agreement) pursuant to Section 5.8(b) of the Plan and 11 U.S.C. § 1146(c); 4. That in accordance with Section 5.8(b) of the Plan, the conveyance of the GDC Conveyance Parcels shall constitute an "alternative distribution" in respect of the City's Claims, and the City shall accept delivery of the GDC Conveyance Parcels and the other consideration furnished by GDC pursuant to the Settlement Agreement in full and complete satisfaction of the Claims and in lieu of any other dividend, distribution or other treatment under the Plan; 5. That in accordance with paragraph 8 of the Settlement Agreement all outstanding ad valorem real property 2 * er The Mayor thereupon declared his Resolution duly passed and adopted this -e36-4---day of , 1991. ATTEST: Kath M. O'Halloran, CMC/AA City Clerk (SEAL) Approved as to Form and Can r � Charles Ian Nash, City Attorney 3 CITY OF SEBASTIAN, FLORIDA By: ` Section 2. CONFLICT. All resolutions or parts of resolutions in conflict herewith are hereby repealed. Section 3. SEVERABILITY. In the event a court of competent jurisdiction shall hold or determine that any part of this Resolution is invalid or unconstitutional, the remainder of the Resolution shall not be affected and it shall be presumed that the City Council of the City of Sebastian did not intend to enact such invalid or unconstitutional provision. It shall further be assumed that the City Council would have enacted the remainder of this Resolution without such invalid and unconstitutional provision, thereby causing said remainder to remain in full force and effect. Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. The foregoing Resolution was moved for adoption by Councilman The motion was seconded by Councilman /��lG( and, upon being put into a vote, the vote was as follows: Mayor W.E. Conyers at e_ Vice -Mayor Frank Oberbeck _ Councilman Peter R. Holyk Councilman Lonnie R. Powell Councilman George G. Reid • RESOLUTION NO. R-91-48 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY CLERK TO SIGN, ON BEHALF OF THE CITY, A SETTLEMENT AGREEMENT WITH GENERAL DEVELOPMENT CORPORATION, (-GDC-) CONVEYING CERTAIN ASSETS FROM GDC TO THE CITY OF SEBASTIAN AS DESCRIBED IN EXSIBIT "A"; RELEASING GDC FROM CERTAIN OBLIGATIONS TO THE CITY OF SEBASTIAN AS DESCRIBED IN EXHIBIT "B"; PROVIDING FOR REPEAL OF RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, General Development Corporation, ("GDC"); a Delaware Corporation, may have certain obligations to the City of Sebastian under the terms of the August 15, 1979 agreement between the City of Sebastian and GDC; and WHEREAS, GDC, on April 6, 1990, filed for protection under Chapter 11 of the Federal Bankruptcy Laws; and WHEREAS, since filing for bankruptcy protection, GDC has not met certain of its obligations and responsibilities to the City under the terms of the 1979 agreement; and WHEREAS, the City and the GDC entered into negotiations to relieve GDC of its obligations in return for certain GDC assets and have reached a mutual agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, that: Section 1. AGREEMENT. The Mayor and the City Clerk of the City of Sebastian, Indian River County, Florida, are hereby authorized to sign, on behalf of the City, the Settlement Agreement betweeen GDC and the City of Sebastian, a copy of which is attached hereto. T � E�Za1•r Nap (1) All obligations of GDC to construct, maintain and operate all streets and drainage facilities located in the City of Sebastian, including, without limitation, all obligations of GDC under that certain Agreement dated August 15, 1979 between GDC and the City, except that the foregoing shall not include GDC's obligations with respect to Plat Units 16 and 17, which are postponed pursuant to paragraph 5 of the Settlement Agreement to which this Exhibit "B" is attached hereto. (2) Any liability or obligation (i) related in any manner to the matters set forth in item (1) above and/or (ii) set forth in the Proof of Claim filed by the City or related to the matters described therein. 2111„t,,.4,QW_%A@S..W taxes, interest payments, and penalties with respect to the GDC Conveyance Parcels shall be paid by GDC prior to closing; 6. That in accordance with paragraph 12 of the Settlement Agreement the City and GDC shall each be responsible for one-half of the cost of the commitment for title insurance with respect to the GDC Conveyance Parcels; and 7. That the Court hereby retains exclusive jurisdic- tion to the full extent provided in the Plan, as amended from time to time, for the purposes of construing, interpreting and enforcing the terms of the Settlement Agreement. DONE AND ORDERED at Chambers in Miami, Southern District of Florida, this day of February 1992. ajAYMOL UNITED STATES BANKRUPTCY JUDGE Copies furnished to: Mark D. Bloom, Esq. Robert S. McClary City Manager Richard E. Torpy, Esq. (Attorney Bloom is directed to serve conformed copies of this Order upon all parties identified on the attached Service List, imme- diately upon receipt thereof.) t! tfAl�M/�MI:�fO..ta 3